Common use of Transfer of Claims Clause in Contracts

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) and (b) below, that no Restructuring Support Party will, directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, “Transfer”), all or any portion of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter owned, and no such Transfer will be effective, unless the transferee executes and provides to the Company and counsel to the Consenting Creditors a transfer agreement in the form attached hereto as Exhibit E within two (2) Business Days of the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a) shall be deemed a Consenting Creditor for purposes of this Agreement, effective as of the date of the Transfer, and any transferor under this Section 12(a) shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) and (b) belowEach Consenting Creditor agrees that, that no during the Restructuring Support Party willPeriod, directly or indirectly, it shall not sell, contract to selltransfer, giveloan, issue, pledge, hypothecate, assign, hypothecateor otherwise dispose of (each, pledge, encumber, grant a security interest in, offer, sell “Transfer”) any of its Claims or any option thereon or contract to purchase, any right or otherwise transfer interest therein or dispose of, any economic, voting other Claims against or other rights interests in or to, by operation of law or otherwise the Company (collectively, the “TransferSubject Claims”) (including grant any proxies, deposit any Subject Claims into a voting trust or enter into a voting agreement with respect to any such Subject Claims), all or any portion of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter owned, and no such Transfer will be effective, unless the transferee executes thereof either (i) is a Consenting Creditor, or (ii) before such Transfer, agrees in writing for the benefit of the Parties to become a Consenting Creditor and provides to be bound by all of the Company and counsel terms of this Agreement applicable to the Consenting Creditors (including with respect to any and all Subject Claims it already may hold against or in the Company before such Transfer) by executing a transfer joinder agreement substantially in the form attached hereto as Exhibit E (a “Joinder Agreement”), and delivering an executed copy thereof within two (2) Business Days following such execution to Skadden, Xxxxxx Xxxxx, Xxxx Xxxx and Milbank (provided that if such transferee fails to timely deliver such notice of the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) transferor may provide such notice, and any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a) notice so delivered shall be deemed a Consenting Creditor effective for purposes of this AgreementSection 9(a)), effective as in which event (1) the transferee shall be deemed to be a Consenting Creditor hereunder to the extent of the date of the Transfersuch transferred rights and obligations and all other Claims it may own or control, and any (2) the transferor under this Section 12(a) shall remain liable in all respects be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement by that occurs prior to such transferee; and (bTransfer and any remedies with respect to such claim) any Transfer by one under this Agreement to the extent of such transferred rights and obligations. Each Consenting Creditor to another Consenting Creditor. Any agrees that any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Subject Claims that does not comply with the foregoing terms and procedures set forth herein shall be deemed void ab initio; , and each other Party shall have the right to enforce the voiding of such Transfer, provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party Consenting Creditor of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Subject Claims), such Subject Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions For the avoidance of doubt, if a Consenting Creditor, acting in its capacity as a Qualified Marketmaker, acquires a Claim from a holder of Claims that is not a Consenting Creditor, as applicable, it may Transfer such Claim without the requirement that the transferee be or become a Supporting Noteholder. For the avoidance of doubt, to the extent that a Consenting Creditor’s Priority Guaranteed Notes or Legacy Notes, or other securities issued by the Company may be loaned by such Consenting Creditor (and consequently pledged, hypothecated, encumbered, or rehypothecated by) as part of customary securities lending arrangements (each such arrangement, a “Customary Securities Lending Arrangement”), and such Customary Securities Lending Arrangement does not adversely affect such Party’s ability to timely satisfy any of its obligations under this Agreement are in addition to any Transfer restrictions in or the Credit Backstop Commitment Agreement, such Customary Securities Lending Arrangement shall not be deemed a Transfer hereunder. (b) Notwithstanding anything to the First Lien Indenturescontrary herein, and Non-First Lien Indentures, and a Consenting Creditor may Transfer its Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the event of requirement that the Qualified Marketmaker become a conflict the Transfer restrictions contained in this Agreement shall controlParty; provided, however, that nothing herein (i) such Qualified Marketmaker must Transfer such right, title or interest by five (5) Business Days prior to the Voting Deadline and (ii) the transferee of such Claims from the Qualified Marketmaker shall restrictbecome a Consenting Creditor hereunder and comply in all respects with the terms of this Agreement (including executing and delivering a Joinder) and (iii) notwithstanding anything to the contrary in this Agreement, waiveto the extent that a Consenting Creditor, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, acting in its capacity as a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute Claims from a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee holder of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity claims that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”)Creditor, such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute be or become a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer AgreementConsenting Creditor.

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) and (b) below, that no Restructuring Support Party will, directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, “Transfer”), all or any portion of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter owned, and no such Transfer will be effective, unless the transferee executes and provides to the Company and counsel to the Consenting Creditors a transfer agreement in the form attached hereto as Exhibit E within two (2) Business Days of the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a13(a) shall be deemed a Consenting Creditor for purposes of this Agreement, effective as of the date of the Transfer, and any transferor under this Section 12(a13(a) shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.

Transfer of Claims. The Restructuring Support Parties agree, with For the exception period commencing on the Agreement Effective Date through the earlier to occur of (i) termination of this Agreement and (ii) entry of the permitted transfers Confirmation Order, and purchases enumerated in (a) subject to the terms and (b) belowconditions hereof, each Consenting Creditor agrees, solely with respect to itself, that no Restructuring Support Party will, directly it shall not Transfer any ownership (including any beneficial ownership) in the Claims or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, “Transfer”), all thereon or any portion of its First Xxxx Xxxx right or interest therein (including by granting any proxies or depositing any interests in the Claims into a voting trust or First Lien Bank Claims now or hereafter owned, and no such Transfer will be effectiveby entering into a voting agreement (other than this Agreement) with respect to the Claims), unless the intended transferee (A) is a Consenting Creditor or (B) executes and provides delivers to counsel to the Company and counsel to (identified in Section 13.11 hereof) on the Consenting Creditors a transfer agreement terms set forth below an executed form of the Transfer Agreement in the form attached hereto as Exhibit E within two D before such Transfer is effective (2) Business Days it being understood that any Transfer shall not be effective until notification of such Transfer and a copy of the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition executed Transfer Agreement is received by counsel to the foregoing Company, in each case, on the terms set forth herein) (such transfer, a “Permitted Transfer” and such party to such Permitted Transfer, the following Transfers shall be permitted:a “Permitted Transferee”). (a) Notwithstanding anything to the contrary herein, (i) the foregoing provisions shall not preclude any Transfer by one Consenting Creditor from settling or delivering any Claims to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, settle any transferee under this Section 12(a) shall be deemed a Consenting Creditor for purposes of this Agreement, effective confirmed transaction pending as of the date of the Transfersuch Consenting Creditor’s entry into this Agreement (subject to compliance with applicable securities laws and it being understood that such Claims so acquired and held (i.e., and any transferor under this Section 12(anot as a part of a short transaction) shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement), the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, (ii) a Qualified Marketmaker, acting solely in its capacity as such, Marketmaker that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement Claims from a Consenting Creditor with the purpose and intent of acting as a Qualified Marketmaker for such Claims, shall not be required to execute and deliver to counsel a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, in this Agreement if such Qualified Marketmaker sells transfers such Claims (by purchase, sale, assignment, participation, or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim otherwise) within ten five (105) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is to a Consenting Creditor or an entity that executes Permitted Transferee and provides the transfer otherwise is a Transfer Agreement in accordance with Permitted Transfer; and (iii) to the terms set forth herein; provided that if a Qualified Marketmaker, extent any Party is acting solely in its capacity as sucha Qualified Marketmaker, it may Transfer any ownership interests in the Claims that it acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who a holder of Claims that is not a Consenting Creditor with respect to a transferee that is not a Consenting Creditor at the time of such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee be or become a signatory to this Agreement or execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this . (b) This Agreement shall otherwise in no way be subject construed to preclude the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunderConsenting Creditors from acquiring additional Claims; provided, however, that if such Restructuring Support acquired Claims shall automatically and immediately upon acquisition by a Consenting Creditor be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to the Company as set forth above), other than with respect to any Claims acquired by such Consenting Creditor in its capacity as a Qualified Marketmaker. (c) This Section 5.04 shall not impose any obligation on the Company to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Creditor to Transfer any Claims. Notwithstanding anything to the contrary herein, to the extent the Company and another Party acquires have entered into a Claim at any point thereafterseparate agreement with respect to the issuance of a “cleansing letter” or other public disclosure of information (each such executed agreement as may be amended from time to time, it a “Confidentiality Agreement”), the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms. (d) Any Transfer made in violation of this Section 5.04 shall be deemed to be void ab initio. (e) For the avoidance of doubt, (i) following a Party to this Agreement on the same terms as if it had not effected Permitted Transfer by a Transfer Consenting Creditor of all of its interests in the Claims; and , such Consenting Creditor shall have no additional or continuing obligations under this Agreement or any related direction letters to any agent or trustee (b) subject to Section 2(a)(iii) hereof, except to the extent that a Restructuring Support Party effects provided by such letters), and (ii) prior to the Transfer effective date of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading AssociationPermitted Transfer, the transferee thereof Permitted Transferee shall not be required have obligations or liabilities under this Agreement or any related direction letters to execute a Transfer any agent or trustee to any party to the Agreement.

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) and (b) below, that no Restructuring Support Party will, directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, in (except for any lien or security interest in favor of a broker-dealer over property held in an account with such broker-dealer generally and which lien or security interest is released upon any transfer of such property) offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, “Transfer”), all or any portion of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter owned, and no such Transfer will be effective, unless the transferee executes and provides to the Company and counsel to the Consenting Creditors Stroock a transfer agreement in the form attached hereto as Exhibit E within two (2) Business Days of the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a13(a) shall be deemed a Consenting Creditor for purposes of this Agreement, effective as of the date of the Transfer, and any transferor under this Section 12(a13(a) shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) Each Signatory Investor shall not, after the Agreement Effective Date and until the termination of this Agreement, (bi) belowsell, that no Restructuring Support Party willtransfer, assign, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, sellits right, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchasetitle, or otherwise transfer interest in respect of any of such Signatory Investor’s Claims or dispose ofinterests, as applicable, in whole or in part, or (ii) deposit any economicof such Signatory Investor’s Claims or interests, as applicable, into a voting trust, or other rights grant any proxies, or enter into a voting agreement with respect to any such Claims or Interests (the actions described in or to, by operation of law or otherwise clauses (collectively, i) and (ii) are collectively referred to herein as a “Transfer” and the Signatory Investor making such Transfer is referred to herein as the “Transferor”), all or any portion of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter owned, and no unless such Transfer will is to (x) another party to an Investor PSA or (y) any other entity that first agrees in writing to be effective, unless bound by the terms of this Agreement by executing and delivering to [ ]1 an executed Investor PSA or a transferee executes and provides to the Company and counsel to the Consenting Creditors a transfer agreement joinder substantially in the form attached hereto as Exhibit E within two B (2) Business Days the “Transferee Joinder”). Upon consummation of a Transfer in accordance herewith, a transferee is deemed to make all of the execution representations, warranties, and covenants of an agreement a Signatory Investor, as applicable, set forth in this Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights (or trade confirmationand be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such Transfer) in respect under this Agreement to the extent of such Transfertransferred rights and obligations. For Any Transfer made in violation of this Section 5 shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to the avoidance Debtors and/or any Signatory Investor, and shall not create any obligation or liability of doubtany Debtors or any other party to an Investor PSA to the purported transferee. Notwithstanding the foregoing, the Caesars Parties agree that restrictions on Transfer set forth in this Section 5(a) shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such transfer agreement shall be included claims and interests in the definition ordinary course of “Confidential Claims Information” in Section 5(a)(iiibusiness and which lien or encumbrance is released upon the Transfer of such claims and interests. (b) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: Notwithstanding clause (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a5, (i) the foregoing provisions shall be deemed a Consenting Creditor for purposes of this Agreement, effective not preclude any Qualified Marketmaker (as defined below) from settling or delivering any Claims to settle any confirmed transaction pending as of the date of the Transfersuch Qualified Marketmaker’s entry into this Agreement (subject to compliance with applicable securities laws and it being understood that such Claims so acquired and held (i.e., and any transferor under this Section 12(anot as a part of a short transaction) shall remain liable in all respects 1 [[Company to provide notice list for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to transfers.] be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition ) and (ii) a Signatory Investor may effect a Transfer of its Claims or Interests, as applicable, to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, an entity that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, is acting solely in its capacity as such, a Qualified Marketmaker (as defined below) without the requirement that acquires the Qualified Marketmaker become a party to an Investor PSA; provided that any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a subsequent Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such claims is to a transferee that is or becomes a party to an Investor PSA at the time of such Transfer by executing and delivering a Transferee Joinder and to the extent any Signatory Investor is acting in its capacity as a Qualified Unrestricted Claims Marketmaker, it may effect a Transfer of any claims that it acquires from a holder of such claims that is not a party to an Investor PSA without the requirement that the transferee execute be or become a party to an Investor PSA. Notwithstanding the foregoing, if, at the time of the proposed Transfer Agreement; provided further that any of such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject Claims to the terms and conditions of this Agreement Qualified Marketmaker, such Claims (including Section 2(a)(iiiA) hereof) with respect to Qualified Unrestricted Claims pending may be voted on the completion of any Agreed Plan, the proposed Transferor must first vote such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to the requirements of this Agreement in all respects or (B) have not yet been and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall may not yet be deemed to be a Party to this Agreement voted on the same terms as if it had Agreed Plan and such Qualified Marketmaker does not effected effect a Transfer of all of its Claims; and (b) subject such Claims to Section 2(a)(iii) hereof, a subsequent transferee prior to the extent that a Restructuring Support Party effects third (3rd) business day prior to the Transfer expiration of a Claim that it holds as a participant the voting deadline (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.such date,

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) ), (b), and (bc) below, that no Restructuring Support Party will, directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, in (except for any lien or security interest in favor of a broker-dealer over property held in an account with such broker-dealer generally and which lien or security interest is released upon any transfer of such property) offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, “Transfer”), all or any portion of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter owned, and no such Transfer will be effective, unless the transferee executes and provides to the Company and counsel to the Consenting Creditors Xxxxx Day a transfer agreement in the form attached hereto as Exhibit E within two (2) Business Days of the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Second Lien Creditor to an Affiliate of such Consenting Second Lien Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a14(a) shall be deemed a Consenting Second Lien Creditor for purposes of this Agreement, effective as of the date of the Transfer, and any transferor under this Section 12(a14(a) shall remain liable in all respects for any breach of this Agreement by such transferee; and; (b) any Transfer by one Consenting Second Lien Creditor to another Consenting Second Lien Creditor; and (c) any Transfer by one Consenting Second Lien Creditor of First Xxxx Xxxxx to a holder of First Xxxx Xxxx Debt who is either a party to the First Xxxx Xxxx RSA or who signs a joinder to the First Xxxx Xxxx RSA. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, the Second Lien Indentures and Non-First Lien the Unsecured Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Second Lien Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth hereinherein and the Qualifed Marketmaker provides the Company and Xxxxx Day notice of such sale or assignment to such Consenting Second Lien Creditor or a copy of such executed Transfer Agreement; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt debt from an entity who is not a Consenting Second Lien Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii2(b)(iv) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) and (b) below, Each Consenting Creditor agrees that no Restructuring Support Party willit shall not, directly or indirectly, in whole or in part, sell, contract to sell, give, assign, hypothecategrant, transfer, convey, encumber, loan, issue, pledge, encumberhypothecate, grant a security interest in, offer, sell any option or contract to purchase, assign or otherwise transfer dispose of (each, a “Transfer”) any Claims against the Company now owned or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise hereafter acquired (collectively, the “TransferParticipating Claims”), all or any portion option thereon or any right or interest (voting or otherwise) in any or all of its First Xxxx Xxxx Participating Claims (including grant any proxy or First Lien Bank deposit any Claims now against the Company into a voting trust or hereafter ownedentry into a voting agreement with respect thereto), and no except to a party that (i) is a Consenting Creditor; provided, that the transferor delivers written notice of such Transfer will be effective, unless the transferee executes and provides to the Company and counsel to the Consenting Creditors Ad Hoc Group, the Company, and to Weil, Gotshal & Xxxxxx LLP (“Weil”) at least two (2) Business Days prior to consummation of the relevant Transfer in accordance with Section 23 hereof, or (ii) executes and delivers a transfer agreement Transfer Agreement in the form attached hereto as Exhibit E C to counsel to the Ad Hoc Group, the Company, and to Weil at least two (2) Business Days prior to consummation of the relevant Transfer in accordance with Section 23 hereof, and any such Participating Claims automatically shall be deemed to be subject to the terms of this Agreement. With respect to any Transfers effectuated in accordance with clause (ii) above, (A) such transferee shall be deemed to be a Consenting Creditor for purposes of this Agreement and (B) the Company shall be deemed to have acknowledged such Transfer. (b) This Agreement shall in no way be construed to preclude any Consenting Creditor from acquiring additional Claims against the Company; provided, that (i) any such additional Claims automatically shall be deemed to be Participating Claims and shall be subject to all of the terms of this Agreement and (ii) each such Consenting Creditor agrees that such additional Participating Claims shall be subject to this Agreement. Each Consenting Creditor agrees to provide to counsel to the Ad Hoc Group, the Company, and Weil notice in accordance with Section 23 hereof of (x) the acquisition of any additional Participating Claims, (y) to the extent of their knowledge, whether any such Claims were acquired from an existing Consenting Creditor, and (z) the aggregate amount of Claims it holds, within two (2) Business Days of the execution consummation of an agreement the transaction acquiring such additional Participating Claims. (c) Notwithstanding anything herein to the contrary, (i) the foregoing provisions shall not preclude a Consenting Creditor from settling or trade confirmation) in respect delivering securities or bank debt that would otherwise be subject to the terms of this Agreement to settle any confirmed transaction pending as of the date of such Transfer. For the avoidance Party’s entry into this Agreement (subject to compliance with applicable securities laws) and it being understood that such securities or bank debt so acquired and held (i.e., not as part of doubt, the Caesars Parties agree that any such transfer agreement a short transaction) shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition subject to the terms of this Agreement; (ii) the foregoing Transfer, the following Transfers provisions shall be permitted: (a) not preclude any Transfer by one Consenting Creditor to an Affiliate affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies)) five (5) days after receipt by the Company of written notice by the applicable Consenting Creditor making such Transfer; provided that, for the avoidance of doubt, any transferee under this Section 12(asubclause (ii) shall be deemed a Consenting Creditor for purposes of this Agreement, effective as of the date of the Transfer, and any transferor under this Section 12(asubclause (ii) shall remain liable in all respects for any breach of this Agreement by such transferee; and and (biii) any Transfer by one a Consenting Creditor may Transfer any of its Participating Claims pursuant to another or in connection with any repurchase transaction, reverse repurchase transaction, or any swap or other derivative transaction without satisfying the requirements set forth in this Section 11 only if, in connection with such Transfer, the Consenting Creditor (or a wholly-owned subsidiary controlled by it) retains the contractual right to exercise any voting right or other direction that may be made on account of such Participating Claims, and such Consenting Creditor exercises (or causes its wholly-owned subsidiary controlled by it to exercise) such rights so that the transferred Participating Claims are voted in accordance with this Agreement and the transferee thereof does not otherwise take any action inconsistent with such Consenting Creditor’s obligations under this Agreement. Any Transfer For purposes of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing subclause (iii), a Person shall be deemed void ab initio; providedto “control” another Person if such Person possesses, howeverdirectly or indirectly, for the avoidance power to direct or cause the direction of doubtthe management and policies of such other Person, that upon any purchasewhether through the ownership of voting securities, acquisitionby contract, or assumption by any Restructuring Support Party of any Claims otherwise. (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10d) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary, any Consenting Creditor may Transfer any of its Participating Claims to a Qualified Marketmaker without the requirement that such Qualified Marketmaker be or become a Consenting Creditor so long as one of the following occurs: (ai)(A) such Qualified Marketmaker shall transfer all right, title and interest in such Participating Claims to a transferee that is a Consenting Creditor two (2) Business Days following such Transfer and (B) the foregoing clause is made a requirement pursuant to the extent that a Restructuring Support Party effects documentation effectuating such Transfer and evidence of compliance thereto is provided to counsel to the Transfer Ad Hoc Group, the Company, and Weil at least two (2) Business Days prior to consummation of all of its such transfer; (ii) such transferor Consenting Creditor shall vote such Participating Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, prior to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.effectuating such Transfer; or

Transfer of Claims. The Restructuring Support Parties agreeEach Consenting Creditor agrees that, prior to the termination of this Agreement, it shall not (a) sell, transfer, assign, pledge, convey, hypothecate, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of any of such Consenting Creditor’s interest in its applicable Claim(s) in whole or in part (including any voting rights associated with such Claims), or (b) grant any proxies, deposit any of such Consenting Creditor’s interests in the exception of applicable Claim(s) into a voting trust, or enter into a voting agreement with respect to any such interest (collectively, the permitted transfers and purchases enumerated actions described in clauses (a) and (b) below), that no Restructuring Support Party will, directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, “Transfer”), all unless (i) such Transfer is to another Consenting Creditor that is party to this Agreement or any portion other entity that agrees in an enforceable writing to be bound by the terms of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter owned, this Agreement by executing and no such Transfer will be effective, unless the transferee executes and provides delivering to the Company and Debtors, with a copy to counsel to the Consenting Creditors Ad Hoc Committee and Counsel to the UCC, a transfer agreement joinder to this Agreement substantially in the form attached hereto as Exhibit E within two D or such alternative form agreed to in writing by the Debtors (2) Business Days of each such transferee becoming upon the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a) shall be deemed a Consenting Creditor for purposes hereunder). With respect to Claims held by the relevant transferee upon consummation of this Agreementa Transfer, effective as such transferee is deemed to make all of the date representations and warranties of the Transfer, and any transferor under this Section 12(a) shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one a Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms set forth in Section 3.7 of this Agreement. The restrictions Upon any transfer made in this Agreement are in addition compliance with the foregoing or to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, Marketmaker acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. Any Transfer made in violation of this Agreement shall be deemed null and void and of no force or effect, regardless of any prior notice provided to the Debtors, and shall not be required create any obligation or liability of the Debtors to execute a Transfer Agreement or otherwise agree the purported transferee (it being understood that the putative transferor shall continue to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and in this Agreement). In no event shall this Agreement impose on the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditors an obligation to disclose the price for which any Consenting Creditor has disposed of any Claim. Notwithstanding the foregoing, (i) a party to this Agreement may transfer (by purchase, sale, assignment, participation or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer otherwise) any right, title or interest in Claims against the Debtors to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Creditor so long as such Qualified Unrestricted Marketmaker transfers (by purchase, sale, assignment, participation or otherwise) such right, title and or interest within five (5) Business Days of its receipt thereof, provided that any subsequent transfer (by purchase, sale, assignment, participation or otherwise) by such Qualified Marketmaker of the right, title or interest in such Claims against the Debtors is to a transferee that is or becomes a Consenting Creditor, and (ii) to the extent that a party to this Agreement is acting in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation or otherwise) any right, title or interest in Claims against the Debtors that the Qualified Marketmaker acquires from a holder of the Claims who is not a Consenting Creditor without the requirement that the transferee execute be or become a Transfer Agreement; provided further that any such Qualified Marketmaker that is Consenting Creditor. For these purposes, a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.“

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) Each Supporting Party, other than the Institutional Investors, hereby agrees, severally and (b) belownot jointly, that no Restructuring Support Party willfor so long as this Agreement shall remain in effect as to it, not to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, directly or indirectly, sellany of its Claims, contract to sellor convey, givegrant, assign, hypothecate, pledge, encumber, grant a security interest in, offer, issue or sell any option or contract right to purchase, acquire any of its Claims or otherwise transfer voting rights related thereto or dispose of, any economic, voting or other rights interest in or to, by operation of law or otherwise any Claim (collectively, a “Transfer”), except to (i) a party that is a Supporting Party or (ii) a party who agrees for the benefit of the Parties to be bound by all or any portion the terms of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter owned, this Agreement and no such Transfer will be effective, unless to assume the transferee executes rights and provides to obligations of the Company and counsel to the Consenting Creditors transferring Supporting Party by executing a transfer agreement joinder in the form attached hereto as Exhibit E C (a “Joinder”) and providing the same to the Debtors on the date of the Transfer (a “Joining Supporting Party”) and who delivers such Joinder to the Debtors and the Creditors’ Committee within two five (25) Business Days of the execution Transfer; provided, that an Investor’s transfer of an RMBS shall not be deemed a Transfer as long as the Causes of Action held by such Investor are retained by the transferor. With respect to any Transfer effectuated in accordance with this Section 4.3(a), such Joining Supporting Party shall be deemed to be a Supporting Party for purposes of this Agreement and shall have the same rights and obligations under this Agreement with respect to the transferred Claims as the transferring Supporting Party. The Parties acknowledge that this restriction does not apply to any Senior Unsecured Noteholder that is not a Supporting Senior Unsecured Noteholder or a Joining Supporting Party. (b) For so long as this Agreement shall remain in effect as to the Institutional Investors, the Institutional Investors, collectively, shall maintain holdings aggregating 25% of the voting rights in one or more classes of Securities of not less than 235 of the Covered Trusts (as defined in the plan support agreement between them and AFI dated May 13, 2012 (“Requisite Holdings”); provided, however, that any reduction in Requisite Holdings caused by: (a) sales by Maiden Lane I and Maiden Lane III; or trade confirmation(b) exclusion of one or more trusts due to the exercise of Voting Rights by a third party guarantor or financial guaranty provider, shall not be considered in respect of such Transferdetermining whether the Requisite Holdings threshold has been met. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided thatas set forth above, this Agreement shall not restrict the right of any Institutional Investor to sell or exchange any securities issued by a Trust free and clear of any encumbrance. The Institutional Investors will not sell any of the securities issued by a Trust for the avoidance purpose of doubt, any transferee avoiding their obligations under this Section 12(a) shall be deemed a Consenting Creditor for purposes of this Agreement, effective as and each Institutional Investor commits to maintain at least one position in one of the date Securities in one of the Transfer, and any transferor under this Section 12(a) shall remain liable in all respects for any breach Trusts until the earliest of this Agreement by such transferee; andthe dates set forth above. (bc) Any purported Transfer or transaction involving any Transfer by one Consenting Creditor Claim that is subject to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that section 4.3(a) does not comply with the foregoing procedures set forth in Section 4.3(a) shall be deemed void ab initio; provided. (d) Notwithstanding anything herein to the contrary, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support (1) a Supporting Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in Claims to an entity that is acting in its capacity as a Qualified Marketmaker (a “Transfer to a QMM”) without the requirement that the Qualified Marketmaker be or become a Supporting Party, provided that such Transfer to a QMM shall only be valid if the Qualified Unrestricted Marketmaker subsequently Transfers such right, title or interest in the Claims to a transferee who is a Supporting Party (or becomes a Supporting Party at the time of the Transfer pursuant to a Joinder in the form attached hereto as Exhibit C) either (i) prior to the voting record date for the Plan (the “Voting Record Date”) if the Transfer to a QMM is made prior to the Voting Record Date or (ii) after the Voting Record Date if the Transfer to a QMM is made after the Voting Record Date, and (2) if a Supporting Party, acting in its capacity as a Qualified Marketmaker, acquires a right, title or interest in Claims from a holder of Claims who is not a Supporting Party, it may Transfer such Claims without the requirement that the transferee execute be or become a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer AgreementSupporting Party.

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) and (b) belowFor so long as this Agreement has not been terminated pursuant to Section 8 as to any Fidelity Fund in respect of any of the Fidelity Claims or NEE, that no Restructuring Support Party willFidelity Fund or NEE, directly or indirectlyas applicable, shall not sell, contract to selluse, givepledge, assign, hypothecatetransfer, pledge, encumber, grant a security interest permit the participation in, offer, sell any option or contract to purchase, or otherwise transfer or dispose ofof (each, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, a “Transfer”), all or ) any portion ownership (including any beneficial ownership) in any of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter owned, and no such Transfer will be effectiveClaims, unless the intended transferee executes and provides delivers to NEE and the Company and counsel to the Consenting Creditors a EFH/EFIH Debtors an executed transfer agreement in the form attached hereto as Exhibit E within two B (a “Transfer Agreement”) before such Transfer is effective (it being understood that any Transfer shall not be effective until notification of such Transfer and a copy of the executed Transfer Agreement is provided to counsel to NEE and the EFH/EFIH Debtors, on the terms set forth herein); and after giving effect to such Transfer, and assuming the Alternative E-Side Plan and the transactions contemplated therein will be consummated immediately upon such Transfer, none of (1) the intended transferee, (2) Business Days of the execution of an agreement intended transferee’s affiliates, (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a3) any Transfer by one Consenting Creditor unaffiliated third-party in which the intended transferee has a direct or indirect beneficial ownership, and/or (4) any group of persons acting pursuant to an Affiliate of such Consenting Creditor a plan or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager arrangement as described in Treasury Regulation Section 1.355-6(c)(4) (in each caseprovided, other than portfolio companies); provided thathowever, that for the avoidance of doubt, any in accordance with Treasury Regulations Section 1.355-6(c)(4)(ii), none of the Fidelity Funds will be treated as acting pursuant to a plan or arrangement as a result of its being a Party or participating in the Alternative E-Side Plan and the transactions contemplated therein), will have beneficial ownership of, in the aggregate, fifty percent (50%) or more of the Reorganized EFH Common Stock. A transferee under this that satisfies the requirements set forth in Section 12(a4.05(a) shall be deemed a Consenting Creditor for purposes of this Agreement, effective as of the date of the “Permitted Transferee,” and such Transfer, and any transferor under this Section 12(a) shall remain liable in all respects for any breach of this Agreement by such transferee; anda “Permitted Transfer”. (b) any Transfer by one Consenting Creditor Other than pursuant to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims Section 4.05(a) and First Lien Bank ClaimsSection 5.01(b), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall controlin no way be construed to preclude the Fidelity Funds or NEE from acquiring additional Claims; provided, however, that nothing herein shall restrictif NEE or any Fidelity Fund acquires additional Claims (excluding, waive, or suspend any consent right the Company may have EFIH First Lien DIP Claims with respect to any Transfer. Notwithstanding the foregoingFidelity Funds) after the date hereof, a Qualified Marketmaker(i) such Fidelity Fund or NEE, acting solely in its capacity as suchapplicable, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by promptly notify the terms EFH/EFIH Debtors and conditions set forth herein ifNEE, as applicable, of such acquisition, including the amount of such acquisition, and only if(ii) such additional Claims shall automatically and immediately upon acquisition by such Fidelity Fund or NEE, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmakeras applicable, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect be deemed to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including regardless of when or whether notice of such acquisition is given to NEE and/or the EFH/EFIH Debtors). (c) [Reserved] (d) This Section 2(a)(iii) hereof) with respect 4.05 shall not impose any obligation on any EFH/EFIH Debtor to Qualified Unrestricted Claims pending issue any “cleansing letter” or otherwise publicly disclose information for the completion purpose of enabling any such TransferFidelity Fund or NEE to Transfer any of its Claims. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent any of the EFH/EFIH Debtors and another Party have entered into separate confidentiality agreements (each such confidentiality agreement, a “Confidentiality Agreement”), the terms of such Confidentiality Agreements shall continue to apply and remain in full force and effect according to their respective terms. (e) Any Transfer made in violation of this Section 4.05 shall be void ab initio. Any Fidelity Fund that effectuates a Restructuring Support Party effects the Permitted Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement Permitted Transferee shall have no liability under this Agreement arising from or related to the failure of the Permitted Transferee to comply with voting provisions substantially similar to those set forth in the form terms of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer this Agreement.

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) and (b) below, that no Restructuring Support Party will, directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, “Transfer”), all or any portion of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter owned, and no such Transfer will be effective, unless the transferee executes and provides to the Company and counsel to the Consenting Creditors a transfer agreement in the form attached hereto as Exhibit E within two (2) Business Days of the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a) shall be deemed a Consenting Creditor for purposes of this Agreement, effective as of the date of the Transfer, and any transferor under this Section 12(a) shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, Marketmaker that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement with the purpose and intent of acting as a Qualified Marketmaker for such First Xxxx Xxxx Claim or First Lien Bank Claim shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.

Transfer of Claims. The Restructuring Support Parties agreeEach Consenting Lender, with the exception of the permitted transfers each Committee Member Party and purchases enumerated in (a) and (b) below, each Consenting Noteholder that no Restructuring Support Party willis a party hereto agrees that it shall not, directly or indirectly, in whole or in part, sell, contract to sell, give, assign, participate, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectivelyeach, a “Transfer”), all ) any of its Claims or any portion right or interest (voting or otherwise) therein (including granting any proxies, depositing any Claims into a voting trust or entering into a voting agreement with respect to any Claims); provided, however, that any Consenting Lender, Committee Member Party or Consenting Noteholder may Transfer any of its First Xxxx Xxxx Claims or First Lien Bank Post-Effective Date Claims now (as defined below) to any person or hereafter owned, and no entity (so long as such Transfer will be effectiveis not otherwise prohibited by any order of the Bankruptcy Court) that (i) agrees in writing, unless the transferee executes and provides to the Company and counsel to the Consenting Creditors a transfer agreement in substantially the form attached hereto as Exhibit E B (a “Transferee Joinder”), to be bound by the terms of this Agreement (each such transferee, a “Transferee Creditor”) or (ii) is a Consenting Creditor, provided, that upon any purchase, acquisition or assumption by any Consenting Creditor of any Claims, such Claims shall automatically be deemed to be subject to the terms of this Agreement. Subject to the terms and conditions of any order of the Bankruptcy Court, the transferring Consenting Creditor shall provide Arch Coal and the First Lien Agent with a copy of any Transferee Joinder executed by such Transferee Creditor within two (2) Business Days of business days following such execution in which event (A) the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Transferee Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a) shall be deemed to be a Consenting Creditor for purposes hereunder with respect to all of its owned or controlled Claims and rights or interests (voting or otherwise) and (B) the transferor Consenting Creditor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Claims. With respect to Claims held by the relevant Transferee Creditor upon consummation of a Transfer, such Transferee Creditor is deemed to make all of the representations and warranties of a Consenting Creditor set forth in this Agreement, effective as of the date of the Transfer, and any transferor under this Section 12(a) shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support PartyConsenting Creditor’s First Xxxx Xxxx Claims or First Lien Bank Claims claim that does not comply with the foregoing shall be deemed void ab initio; provided, however, for initio and the avoidance Company and each other Consenting Creditor shall have the right to enforce the voiding of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this AgreementTransfer. The restrictions in this Agreement Section 4.07 are in addition to any Transfer restrictions in the First Lien Credit Agreement, the First Lien Indenturesapplicable indenture governing the Notes, and Non-First Lien Indenturesor other applicable debt documents and, and in the event of a conflict conflict, the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect . The restrictions in this Section 4.07 are in addition to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those restrictions set forth in the form Committee’s governance documents that apply to any of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer AgreementCommittee Member Parties.

Transfer of Claims. The Restructuring Support Parties agreeExcept as expressly provided herein, with this Agreement shall not in any way restrict the exception right or ability of any Consenting Debtholder to sell, use, assign, transfer or otherwise dispose of (“Transfer”) any Claims; provided, however, that for a period commencing as of the permitted transfers date such Consenting Debtholder executes this Agreement until the termination of this Agreement pursuant to the terms hereof (such period, the “Restricted Period”), no Consenting Debtholder shall Transfer any Claims, and purchases enumerated in any purported Transfer of Claims shall be void and without effect, unless (a) and the transferee is a Consenting Debtholder, or (b) below, that no Restructuring Support Party will, directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, “Transfer”), all or any portion of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter owned, and no such Transfer will be effective, unless if the transferee executes and provides is not a Consenting Debtholder, such transferee delivers to Revel, at or prior to the Company and counsel to time of the Consenting Creditors a proposed Transfer, an executed transfer agreement in the form attached hereto as Exhibit E within two 2 (2a “Joinder Agreement”) Business Days pursuant to which (i) such transferee shall assume all obligations of the execution of an agreement (or trade confirmation) Consenting Debtholder transferor hereunder in respect of the Claims Transferred (such Transfer. For the avoidance of doubttransferee, the Caesars Parties agree that any if any, to also be a “Consenting Debtholder” hereunder) and (ii) such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one transferring Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a) Debtholder shall be deemed a Consenting Creditor for purposes of this Agreement, effective as of the date of the Transfer, to relinquish its rights (and any transferor be released from its obligations) under this Section 12(a) shall remain liable in all respects for any breach Agreement to the extent of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditortransferred rights and obligations. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims transfer that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this This Agreement shall controlin no way be construed to preclude the Consenting Debtholders from acquiring additional Claims; provided, however, that nothing herein any additional Claims acquired by a Consenting Debtholder, other than in its capacity as a Qualified Marketmaker of Claims, shall restrictautomatically and immediately upon acquisition by a Consenting Debtholder be deemed subject to all of the terms of this Agreement whether or not notice is given to the Revel of such acquisition and that, waiveso long as this Agreement has not been terminated, the Consenting Debtholder shall vote (or suspend cause to be voted) any consent right such Claims entitled to vote on the Company may have Plan, in each case to the extent still held by it or on its behalf at the time of such vote, in favor of the Plan, consistent with respect to any TransferSection 2.01(a) hereof. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, Marketmaker that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement Claims shall not be required to execute a Transfer Joinder Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim extent that it is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as suchQualified Marketmaker of any such Claims. For these purposes, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from a “Qualified Marketmaker” means an entity who is not that (x) holds itself out to the public or to the applicable private markets as standing ready in the ordinary course of its business to purchase Claims from customers and sell Claims to customers, in its capacity as a Consenting Creditor dealer or market maker in any such Claims, and (y) in fact regularly makes a two-way market in such Claims. For the avoidance of doubt, the exceptions provided herein for transfers to or from a Qualified Marketmaker are provided solely to allow a Qualified Marketmaker to engage in market-making activities with respect to such debt (collectivelyClaims that are not expressly subject to this Agreement, “Qualified Unrestricted Claims”)and any Claims subject to this Agreement, such whether held by a Qualified Marketmaker may Transfer or another Consenting Debtholder, are subject to the foregoing requirement that, upon any righttransfer, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreementshall deliver to Revel an executed Joinder Agreement pursuant to which such transferee shall assume all obligations of the Consenting Debtholder transferor hereunder in respect of the Claims Transferred; provided further provided, however, that any such Qualified Marketmaker that is a Party Claim subject to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims timely voted in accordance with this Agreement, such Restructuring Support Party shall cease to be whether held by a Party to this Agreement in all respects and shall have no further obligations hereunder; providedConsenting Debtholder, howeverQualified Marketmaker, that if such Restructuring Support Party acquires or transferee who has signed a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Joinder Agreement.

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) Each Consenting Creditor and (b) below, the Sponsor agrees that no Restructuring Support Party will, directly or indirectly, it shall not sell, contract to sell, give, assign, hypothecategrant, pledgetransfer, encumberconvey, grant a security interest in, offer, sell any option or contract to purchase, hypothecate or otherwise transfer dispose of (each, a “Transfer”) any Claims, including First Lien Claims, against the Company now owned or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise hereafter acquired (collectively, the “TransferParticipating Claims”), all or any portion option thereon or any right or interest (voting or otherwise) in any or all of its First Xxxx Xxxx Claims Participating Claims, except to a party that (i) is a Consenting Creditor, or First Lien Bank Claims now or hereafter owned(ii), and no as a condition subsequent to the effectiveness of any such Transfer will be effectiveTransfer, unless the transferee executes and provides to the Company and counsel to the Consenting Creditors delivers a transfer agreement Transfer Agreement in the form attached hereto as Exhibit E within C to counsel to the Ad Hoc First Lien Group, the Company, and to Weil, Gotshal & Xxxxxx LLP (“Weil”) no more than two (2) Business Days business days after the settlement of the execution of an agreement (or trade confirmation) relevant Transfer in respect of such Transfer. For the avoidance of doubtaccordance with Section 26 hereof, the Caesars Parties agree that and any such transfer agreement shall be included in the definition of “Confidential Participating Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a) automatically shall be deemed a to be subject to the terms of this Agreement. With respect to any Transfers effectuated in accordance with clause (ii) above, (A) such transferee shall be deemed to be Consenting Creditor for purposes of this Agreement, effective as of and (B) the date of the Company shall be deemed to have acknowledged such Transfer, and any transferor under this Section 12(a) shall remain liable in all respects for any breach of this Agreement by such transferee; and. (b) This Agreement shall in no way be construed to preclude any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx from acquiring additional Claims against the Company other than DIP ABL Revolving Loans or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initioDIP ABL Revolving Commitments; provided, howeverthat, for the avoidance of doubt, that upon (i) any purchase, acquisition, or assumption by any Restructuring Support Party of any such additional Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims automatically shall automatically be deemed to be Participating Claims and shall be subject to all of the terms of this Agreement and (ii) each such Consenting Creditor agrees that such additional Participating Claims shall be subject to this Agreement. The restrictions in this Agreement are in addition Each Consenting Creditor agrees to any Transfer restrictions in provide to counsel to the Credit AgreementAd Hoc First Lien Group, the First Lien IndenturesCompany, and Non-First Lien IndenturesWeil notice in accordance with Section 26 hereof of (x) the acquisition of any additional Participating Claims and (y) whether such Claims were acquired from an existing Consenting Creditor, and in no more than two (2) business days after of the event consummation of the transaction acquiring such additional Participating Claims. (c) Notwithstanding anything herein to the contrary, (i) any Consenting Creditor may Transfer any of its Participating Claims to a conflict Qualified Marketmaker without the Transfer restrictions contained in this Agreement shall controlrequirement that the Qualified Marketmaker be or become a Consenting Creditor; provided, howeverthat, the Qualified Marketmaker subsequently Transfers all right, title and interest in such Participating Claims to a transferee that nothing herein is or becomes a Consenting Creditor in accordance with this Agreement, and the transfer documentation between the transferring Consenting Creditor and such Qualified Marketmaker shall restrictcontain a requirement that provides as such; and (ii) to the extent any Consenting Creditor is acting in its capacity as a Qualified Marketmaker, waive, it may Transfer any Claims that it acquires from an entity that is not a Consenting Creditor without the requirement that the transferee be or suspend any consent right the Company may have with respect to any Transfer. become a Consenting Creditor. (d) Notwithstanding the foregoing, if at the time of a proposed Transfer of such Participating Claims to a Qualified Marketmaker, acting solely such Participating Claims (x) may be voted on the Plan or any Alternative Proposal, the proposed transferor Consenting Creditor must first vote such Participating Claims in its capacity as suchaccordance with Section 2(a)(iii), that acquires or (y) have not yet been and may not yet be voted on the Plan or any First Xxxx Xxxx Claim or First Lien Bank Claim subject Alternative Proposal and such Qualified Marketmaker does not Transfer such Participating Claims to this Agreement shall not be required a subsequent transferee prior to execute a Transfer Agreement or otherwise agree the third (3rd) business day prior to be bound by the terms and conditions set forth herein ifexpiration of the applicable voting deadline (such date, and only ifthe “Qualified Marketmaker Joinder Date”), such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten shall be required to (10and the transfer documentation to the Qualified Marketmaker shall have provided that it shall), on the first (1st) Business Days of its acquisition and Day immediately following the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified MarketmakerMarketmaker Joinder Date, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not become a Consenting Creditor with respect to such debt (collectivelyParticipating Claims in accordance with the terms hereof; provided, “Qualified Unrestricted Claims”)that, such the Qualified Marketmaker may Transfer any rightshall automatically, title and without further notice or interest in action, no longer be a Consenting Creditor with respect to such Qualified Unrestricted Participating Claims without the requirement at such time that the transferee execute of such Participating Claims becomes a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) Consenting Creditor with respect to Qualified Unrestricted such Participating Claims. (e) Any Transfer of Participating Claims pending the completion of that does not comply with this Section 13 shall be deemed null and void ab initio in all respects and without further action by any such Transfer. Party. (f) Notwithstanding anything herein to the contrary: (a) , to the extent that a Restructuring Support Party Consenting Creditor effects the Transfer of all of its Claims in accordance with this Agreement, including, for the avoidance of doubt, in accordance with the foregoing portion of this Section 13, such Restructuring Support Party Consenting Creditor shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) and (b) below, Each Consenting Lender party hereto agrees that no Restructuring Support Party willit shall not, directly or indirectly, in whole or in part, sell, contract to sell, give, assign, participate, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectivelyeach, a “Transfer”), all ) any of its Claims or any portion right or interest (voting or otherwise) therein (including granting any proxies, depositing any Claims into a voting trust or entering into a voting agreement with respect to any Claims); provided, however, that any Consenting Lender may Transfer any of its First Xxxx Xxxx Claims or First Lien Bank Post-Effective Date Claims now (as defined below) to any person or hereafter owned, and no entity (so long as such Transfer will be effectiveis not otherwise prohibited by any order of the Bankruptcy Court) that (i) agrees in writing, unless the transferee executes and provides to the Company and counsel to the Consenting Creditors a transfer agreement in substantially the form attached hereto as Exhibit E D (a “Transferee Joinder”), to be bound by the terms of this Agreement (each such transferee, a “Transferee Lender”) or (ii) is a Consenting Lender, provided, that upon any purchase, acquisition or assumption by any Consenting Lender of any Claims, such Claims shall automatically be deemed to be subject to the terms of this Agreement. Subject to the terms and conditions of any order of the Bankruptcy Court, the transferring Consenting Lender shall provide Arch Coal and the First Lien Agent with a copy of any Transferee Joinder executed by such Transferee Lender within two (2) Business Days of business days following such execution in which event (A) the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a) Transferee Lender shall be deemed to be a Consenting Creditor for purposes Lender hereunder with respect to all of its owned or controlled Claims and rights or interests (voting or otherwise) and (B) the transferor Lender shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Claims. With respect to Claims held by the relevant Transferee Lender upon consummation of a Transfer, such Transferee Lender is deemed to make all of the representations and warranties of a Consenting Lender set forth in this Agreement, effective as of the date of the Transfer, and any transferor under this Section 12(a) shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support PartyConsenting Lender’s First Xxxx Xxxx Claims or First Lien Bank Claims claim that does not comply with the foregoing shall be deemed void ab initio; provided, however, for initio and the avoidance Company and each other Consenting Lender shall have the right to enforce the voiding of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this AgreementTransfer. The restrictions in this Agreement Section 4.07 are in addition to any Transfer restrictions in the Credit Agreement, the First Lien IndenturesCredit Agreement and, and Non-First Lien Indentures, and in the event of a conflict conflict, the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) Each Consenting Creditor and (b) below, the Sponsor agrees that no Restructuring Support Party will, directly or indirectly, it shall not sell, contract to sell, give, assign, hypothecategrant, pledgetransfer, encumberconvey, grant a security interest in, offer, sell any option or contract to purchase, hypothecate or otherwise transfer dispose of (each, a “Transfer”) any Claims, including First Lien Claims, against the Company now owned or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise hereafter acquired (collectively, the “TransferParticipating Claims”), all or any portion option thereon or any right or interest (voting or otherwise) in any or all of its First Xxxx Xxxx Claims Participating Claims, except to a party that (i) is a Consenting Creditor, or First Lien Bank Claims now or hereafter owned(ii), and no as a condition subsequent to the effectiveness of any such Transfer will be effectiveTransfer, unless the transferee executes and provides to the Company and counsel to the Consenting Creditors delivers a transfer agreement Transfer Agreement in the form attached hereto as Exhibit E within B to counsel to the Ad Hoc First Lien Group, the Company, and to Weil, Gotshal & Xxxxxx LLP (“Weil”) no more than two (2) Business Days business days after the settlement of the execution of an agreement (or trade confirmation) relevant Transfer in respect of such Transfer. For the avoidance of doubtaccordance with Section 26 hereof, the Caesars Parties agree that and any such transfer agreement shall be included in the definition of “Confidential Participating Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a) automatically shall be deemed a to be subject to the terms of this Agreement. With respect to any Transfers effectuated in accordance with clause (ii) above, (A) such transferee shall be deemed to be Consenting Creditor for purposes of this Agreement, effective as of and (B) the date of the Company shall be deemed to have acknowledged such Transfer, and any transferor under this Section 12(a) shall remain liable in all respects for any breach of this Agreement by such transferee; and. (b) This Agreement shall in no way be construed to preclude any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx from acquiring additional Claims against the Company other than DIP ABL Revolving Loans or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initioDIP ABL Revolving Commitments; provided, howeverthat, for the avoidance of doubt, that upon (i) any purchase, acquisition, or assumption by any Restructuring Support Party of any such additional Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims automatically shall automatically be deemed to be Participating Claims and shall be subject to all of the terms of this Agreement and (ii) each such Consenting Creditor agrees that such additional Participating Claims shall be subject to this Agreement. The restrictions in this Agreement are in addition Each Consenting Creditor agrees to any Transfer restrictions in provide to counsel to the Credit AgreementAd Hoc First Lien Group, the First Lien IndenturesCompany, and Non-First Lien IndenturesWeil notice in accordance with Section 26 hereof of (x) the acquisition of any additional Participating Claims and (y) whether such Claims were acquired from an existing Consenting Creditor, and in no more than two (2) business days after of the event consummation of the transaction acquiring such additional Participating Claims. (c) Notwithstanding anything herein to the contrary, (i) any Consenting Creditor may Transfer any of its Participating Claims to a conflict Qualified Marketmaker without the Transfer restrictions contained in this Agreement shall controlrequirement that the Qualified Marketmaker be or become a Consenting Creditor; provided, howeverthat, the Qualified Marketmaker subsequently Transfers all right, title and interest in such Participating Claims to a transferee that nothing herein is or becomes a Consenting Creditor in accordance with this Agreement, and the transfer documentation between the transferring Consenting Creditor and such Qualified Marketmaker shall restrictcontain a requirement that provides as such; and (ii) to the extent any Consenting Creditor is acting in its capacity as a Qualified Marketmaker, waive, it may Transfer any Claims that it acquires from an entity that is not a Consenting Creditor without the requirement that the transferee be or suspend any consent right the Company may have with respect to any Transfer. become a Consenting Creditor. (d) Notwithstanding the foregoing, if at the time of a proposed Transfer of such Participating Claims to a Qualified Marketmaker, acting solely such Participating Claims (x) may be voted on the Plan or any Alternative Proposal, the proposed transferor Consenting Creditor must first vote such Participating Claims in its capacity as suchaccordance with Section 2(a)(iii), that acquires or (y) have not yet been and may not yet be voted on the Plan or any First Xxxx Xxxx Claim or First Lien Bank Claim subject Alternative Proposal and such Qualified Marketmaker does not Transfer such Participating Claims to this Agreement shall not be required a subsequent transferee prior to execute a Transfer Agreement or otherwise agree the third (3rd) business day prior to be bound by the terms and conditions set forth herein ifexpiration of the applicable voting deadline (such date, and only ifthe “Qualified Marketmaker Joinder Date”), such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten shall be required to (10and the transfer documentation to the Qualified Marketmaker shall have provided that it shall), on the first (1st) Business Days of its acquisition and Day immediately following the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified MarketmakerMarketmaker Joinder Date, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not become a Consenting Creditor with respect to such debt (collectivelyParticipating Claims in accordance with the terms hereof; provided, “Qualified Unrestricted Claims”)that, such the Qualified Marketmaker may Transfer any rightshall automatically, title and without further notice or interest in action, no longer be a Consenting Creditor with respect to such Qualified Unrestricted Participating Claims without the requirement at such time that the transferee execute of such Participating Claims becomes a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) Consenting Creditor with respect to Qualified Unrestricted such Participating Claims. (e) Any Transfer of Participating Claims pending the completion of that does not comply with this Section 13 shall be deemed null and void ab initio in all respects and without further action by any such Transfer. Party. (f) Notwithstanding anything herein to the contrary: (a) , to the extent that a Restructuring Support Party Consenting Creditor effects the Transfer of all of its Claims in accordance with this Agreement, including, for the avoidance of doubt, in accordance with the foregoing portion of this Section 13, such Restructuring Support Party Consenting Creditor shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) and (b) belowFor so long as this Agreement has not been terminated pursuant to Section 8 as to any Supporting Creditor in respect of any of the Supporting Creditor Claims, that no Restructuring Support Party willSupporting Creditor, directly or indirectlyas applicable, shall not sell, contract to selluse, givepledge, assign, hypothecatetransfer, pledge, encumber, grant a security interest permit the participation in, offer, sell any option or contract to purchase, or otherwise transfer or dispose ofof (each, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, a “Transfer”), all or ) any portion ownership (including any beneficial ownership) in any of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter owned, and no such Transfer will be effectiveClaims, unless the intended transferee executes and provides delivers to Sempra and the Company and counsel to the Consenting Creditors a EFH/EFIH Debtors an executed transfer agreement in a form reasonably acceptable to Sempra and the form attached hereto as Exhibit E within two EFH/EFIH Debtors (2a “Transfer Agreement”) Business Days before such Transfer is effective (it being understood that any Transfer shall not be effective until notification of such Transfer and a copy of the execution of an agreement (or trade confirmation) in respect of executed Transfer Agreement is provided to counsel to Sempra and the EFH/EFIH Debtors, on the terms set forth herein); and after giving effect to such Transfer. For , and assuming the avoidance of doubt, Plan and the Caesars Parties agree that any transactions contemplated therein will be consummated immediately upon such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, none of (i) the following Transfers shall be permitted: intended transferee, (aii) the intended transferee’s affiliates, (iii) any Transfer by one Consenting Creditor unaffiliated third-party in which the intended transferee has a direct or indirect beneficial ownership, and/or (iv) any group of persons acting pursuant to an Affiliate of such Consenting Creditor a plan or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager arrangement as described in Treasury Regulation Section 1.355-6(c)(4) (in each caseprovided, other than portfolio companies); provided thathowever, that for the avoidance of doubt, any transferee under this in accordance with Treasury Regulations Section 12(a) shall be deemed a Consenting Creditor for purposes of this Agreement1.355-6(c)(4)(ii), effective as none of the date Supporting Creditors will be treated as acting pursuant to a plan or arrangement as a result of its being a Party or participating in the Plan and the transactions contemplated therein), will have beneficial ownership of, in the aggregate, fifty percent (50%) or more of the Transfer, and any transferor under this Section 12(a) shall remain liable equity interests in all respects for any breach of this Agreement by such transferee; andReorganized EFH. (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims A transferee that does not comply with satisfies the foregoing requirements set forth in Section 4.04(a) shall be deemed void ab initio; provideda “Permitted Transferee,” and such Transfer, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims a “Permitted Transfer”. (including but not limited c) Other than pursuant to First Xxxx Xxxx Claims Section 4.04(a) and First Lien Bank ClaimsSection 5.01(b), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall controlin no way be construed to preclude the Supporting Creditors from acquiring additional Claims; provided, however, that nothing herein if a Supporting Creditor acquires additional Claims after the date hereof, (i) such Supporting Creditor shall restrictpromptly notify Sempra and the EFH/EFIH Debtors, waiveas applicable, or suspend any consent right of such acquisition, including the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein ifamount of such acquisition, and only if, (ii) such Qualified Marketmaker sells or assigns additional Claims shall automatically and immediately upon acquisition by such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Supporting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect be deemed to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including regardless of when or whether notice of such acquisition is given to Sempra and/or the EFH/EFIH Debtors). (d) This Section 2(a)(iii) hereof) with respect 4.04 shall not impose any obligation on any EFH/EFIH Debtor to Qualified Unrestricted Claims pending issue any “cleansing letter” or otherwise publicly disclose information for the completion purpose of enabling any such TransferSupporting Creditor to Transfer any of its Claims. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent any of the Parties have entered into separate confidentiality agreements with other Parties (each such confidentiality agreement, a “Confidentiality Agreement”), the terms of such Confidentiality Agreements shall continue to apply and remain in full force and effect according to their respective terms. (e) Any Transfer made in violation of this Section 4.04 shall be void ab initio. Any Supporting Creditor that effectuates a Restructuring Support Party effects the Permitted Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement Permitted Transferee shall have no liability under this Agreement arising from or related to the failure of the Permitted Transferee to comply with voting provisions substantially similar to those set forth in the form terms of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer this Agreement.

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated This Agreement shall in (a) and (b) below, that no Restructuring Support Party will, directly or indirectly, sell, contract way be construed to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell preclude any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, “Transfer”), all or any portion of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter owned, and no such Transfer will be effective, unless the transferee executes and provides to the Company and counsel to the Consenting Creditors a transfer agreement in the form attached hereto as Exhibit E within two (2) Business Days of the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more any of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for affiliates from acquiring additional Claims. Any such additional Claims acquired by the avoidance of doubt, any transferee under this Section 12(a) shall be deemed a Consenting Creditor for purposes of this Agreement, effective as of the date of the Transfer, and any transferor under this Section 12(a) shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions If at any time requested by the Debtors, each Consenting Creditor shall promptly (and, in no event later than three (3) Business Days after such request) inform the Debtors of the aggregate principal amount of Claims for which, as of the date of such request, it is the legal owner, beneficial owner and/or investment advisor or manager for the legal or beneficial owner. In no event shall anything in this Agreement are impose on any Consenting Creditor an obligation to disclose the price paid for any Claims. Notwithstanding anything to the contrary in addition to any Transfer restrictions in the Credit this Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event obligations of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is shall not a Consenting Creditor with respect apply to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in Claims against the Debtors that are held, as of the date of this Agreement, or acquired thereafter, in a fiduciary, agency or other representative capacity for third party customers, clients or accountholders with respect to which such Qualified Unrestricted Claims without the requirement Consenting Creditor does not have discretionary authority. The obligations under Section 3.3 of this Agreement of a Consenting Creditor that the transferee execute is also a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party shall apply only to such Claims made expressly subject to this Agreement shall otherwise be subject and any Claims acquired hereafter except to the extent acquired by such Consenting Creditor in its capacity as a Qualified Marketmaker. Notwithstanding anything to the contrary herein, if any Consenting Creditor serves on the UCC, the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect shall not be construed to Qualified Unrestricted Claims pending limit such Consenting Creditor’s exercise of fiduciary duties in its role as a member of the completion UCC, and any exercise of any such Transfer. Notwithstanding anything herein fiduciary duties shall not be deemed to constitute a breach of this Agreement; provided, that service as a member of the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all UCC shall not relieve such Consenting Creditor in its non-UCC capacity of its Claims in accordance with obligations under this Agreement. To induce the Debtors to enter into and perform their obligations under this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects each Consenting Creditor, severally but not jointly, represents, warrants and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms acknowledges as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.follows:

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) and (b) below, that no Restructuring Support Party will, directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, in (except for any lien or security interest in favor of a broker-dealer over property held in an account with such broker-dealer generally and which lien or security interest is released upon any transfer of such property) offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, “Transfer”), all or any portion of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter owned, and no such Transfer will be effective, unless the transferee executes and provides to the Company and counsel to the Consenting Creditors Willkie a transfer agreement in the form attached hereto as Exhibit E within two (2) Business Days of the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a13(a) shall be deemed a Consenting Creditor for purposes of this Agreement, effective as of the date of the Transfer, and any transferor under this Section 12(a13(a) shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Second Lien Creditor to another Consenting Second Lien Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, the Second Lien Indentures and Non-First Lien the Unsecured Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) and (b) below, that no Restructuring Support Party will, directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest inin (except for any lien or security interest in favor of a broker-dealer over property held in an account with such broker-dealer generally and which lien or security interest is released upon any transfer of such property), offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, “Transfer”), all or any portion of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter owned, and no such Transfer will be effective, unless the transferee executes and provides to the Company and counsel to the Consenting Creditors Stroock a transfer agreement in the form attached hereto as Exhibit E within two (2) Business Days of the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a) shall be deemed a Consenting Creditor for purposes of this Agreement, effective as of the date of the Transfer, and any transferor under this Section 12(a) shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) and (b) belowExcept as expressly provided herein, that no Restructuring Support this Agreement shall not in any way restrict the right or ability of any Party will, directly or indirectly, sell, contract to sell, giveuse, assign, hypothecate, pledge, encumbertransfer, grant a security any participation or other beneficial interest in, offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, “Transfer”) any claims as such term is defined in section 101(5) of the Bankruptcy Code (each a “Claim” and, collectively, the “Claims”); provided, all or however, that, for the period commencing as of the PSA Effective Date (as defined below) until the termination of this Agreement pursuant to the terms hereof, each Party agrees, solely with respect to itself, that it shall not Transfer any portion of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter ownedClaims, and no such any purported Transfer will of Claims shall be effectivenull and void ab initio, unless (i) the transferee executes and provides is a Party, or (ii) if the transferee is not a Party, such transferee delivers to the Company and counsel (in any manner permitted by Section 15.14 hereof) within three (3) business days of the Transfer an executed joinder to the Consenting Creditors a transfer agreement this Agreement in the form attached hereto as Exhibit E within two 2 (2a “Joinder Agreement”) Business Days pursuant to which such transferee shall have assumed all obligations of the execution Party transferring such Claims and shall become a Party to this Agreement, provided, further that this provision shall not apply to a disposition in connection with a pledge or grant of an agreement a security interest in any Claim made in good faith by a Party in connection with any financing if such pledge agrees to vote the Claims in favor of the Plan, provided, further, that, if the transferor of the Claims is a Creditor Co-Proponent, the transferee of such Claims (or trade confirmationany subsequent transferee) in respect shall not become or be deemed to become a Creditor Co-Proponent, and shall not undertake the commitments of the Creditor Co-Proponents under the Private Placement Agreement or the Backstop Commitment Agreement, but such transferee of such TransferClaims shall become a Party to this Agreement as an Additional Supporting Creditor Party hereto. The failure by a Party to comply with the Transfer procedure described in the first proviso of the immediately preceding sentence (resulting in such Transfer becoming null and void ab initio) shall not constitute a material breach for purposes of Section 12.02(h) hereof. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Creditor extent not already a Party to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a) shall be deemed a Consenting Creditor for purposes of this Agreement, effective as a transferee of the date of the TransferClaims under this Agreement shall become a Party to this Agreement with respect to any and all Claims owned by such Party, and any transferor under this Section 12(a) and all such Claims owned by such transferee party shall remain liable in all respects for any breach automatically and immediately upon joinder of such transferee party to this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all of the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this This Agreement shall controlin no way be construed to preclude any Party from acquiring additional Claims; provided, however, that nothing herein any such additional Claims acquired by a Party shall restrictautomatically and immediately upon acquisition by such Party be deemed subject to all of the terms of this Agreement, waivewhether or not notice of such acquisition is given to the Company, and that, so long as this Agreement has not been terminated, such Party shall vote (or suspend cause to be voted) any consent right such additional Claims in favor of the Company Plan in accordance and consistent with Sections 3.01(a), 4.01(a) and 5.01(a) hereof, as applicable, provided, further, that any and all Claims acquired by any member of the Noteholder Co-Proponents shall not be acquired in such party’s capacity as an “Initial Party” (as defined in the Restructuring Term Sheet), but shall be acquired in such party’s capacity as a “Phase Two Private Placement Party,” “Additional Private Placement Party,” “Phase Two Backstop Party,” or “Additional Backstop Party,” each as defined in the Restructuring Term Sheet, as applicable, provided, further, that in no event shall any such Transfer relieve a Party hereto from liability for its breach or non-performance of its obligations hereunder prior to the date of delivery of such Joinder Agreement. (b) Notwithstanding Section 8(a): (A) a Party may have settle or deliver any Claims to settle pursuant to an agreement to Transfer such Claim entered into by such Party prior to the date of this Agreement pending as of the date of such Party’s entry into this Agreement without the requirement that the transferee be or become a Party or execute a Joinder Agreement (subject to compliance with respect applicable securities laws and it being understood that any Claims acquired and held (i.e., not as part of a short transaction) shall be subject to the terms of this Agreement); (B) a Party may Transfer its Claims to an entity that is acting in its capacity as a Qualified Marketmaker (as defined below) without the requirement that the Qualified Marketmaker become a Party; provided that any Transfer. Notwithstanding subsequent Transfer by such Qualified Marketmaker of the foregoingright, title or interest in such Claims is to a transferee that is or becomes a Party at the time of such transfer; and (C) to the extent that a Party is acting in its capacity as a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker it may Transfer any right, title or interest in such Claims that the Qualified Unrestricted Claims Marketmaker acquires from a lender who is not a Party without the requirement that the transferee be or become a Party or execute a Transfer Joinder Agreement; provided further . For these purposes, a “Qualified Marketmaker” means an entity that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject (x) holds itself out to the terms public or applicable private markets as standing ready in the ordinary course of its business to purchase from customers and conditions of this Agreement sell to customers Claims against the Company (including Section 2(a)(iiidebt securities or other debt) hereof) or enter with respect to Qualified Unrestricted customers into long and short positions in Claims pending against the completion of any Company (including debt securities or other debt), in its capacity as a dealer or market maker in such Transfer. Notwithstanding anything herein to Claims against the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this AgreementCompany, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (by) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth is in fact regularly in the form business of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute making a Transfer Agreementmarket in Claims against issuers or borrowers (including debt securities or other debt).

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) and (b) below, Each Consenting Creditor agrees that no Restructuring Support Party willit shall not, directly or indirectly, in whole or in part, sell, contract to sell, give, assign, hypothecategrant, transfer, convey, encumber, loan, issue, pledge, encumberhypothecate, grant a security interest in, offer, sell any option or contract to purchase, assign or otherwise transfer dispose of (each, a “Transfer”) any Claims against the Company now owned or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise hereafter acquired (collectively, the “TransferParticipating Claims”), all or any portion option thereon or any right or interest (voting or otherwise) in any or all of its First Xxxx Xxxx Participating Claims (including grant any proxy or First Lien Bank deposit any Claims now against the Company into a voting trust or hereafter ownedentry into a voting agreement with respect thereto), and no except to a party that (i) is a Consenting Creditor; provided, that the transferor delivers written notice of such Transfer will be effective, unless the transferee executes and provides to the Company and counsel to the Consenting Creditors Ad Hoc Group, the Company, and to Weil, Gotshal & Xxxxxx LLP (“Weil”) at least two (2) Business Days prior to consummation of the relevant Transfer in accordance with Section 23 hereof, or (ii) executes and delivers a transfer agreement Transfer Agreement in the form attached hereto as Exhibit E C to counsel to the Ad Hoc Group, the Company, and to Weil at least two (2) Business Days prior to consummation of the relevant Transfer in accordance with Section 23 hereof, and any such Participating Claims automatically shall be deemed to be subject to the terms of this Agreement. With respect to any Transfers effectuated in accordance with clause (ii) above, (A) such transferee shall be deemed to be a Consenting Creditor for purposes of this Agreement and (B) the Company shall be deemed to have acknowledged such Transfer. (b) This Agreement shall in no way be construed to preclude any Consenting Creditor from acquiring additional Claims against the Company; provided, that (i) any such additional Claims automatically shall be deemed to be Participating Claims and shall be subject to all of the terms of this Agreement and (ii) each such Consenting Creditor agrees that such additional Participating Claims shall be subject to this Agreement. Each Consenting Creditor agrees to provide to counsel to the Ad Hoc Group, the Company, and Weil notice in accordance with Section 23 hereof of (x) the acquisition of any additional Participating Claims, (y) to the extent of their knowledge, whether any such Claims were acquired from an existing Consenting Creditor, and (z) the aggregate amount of Claims it holds, within two (2) Business Days of the execution consummation of an agreement the transaction acquiring such additional Participating Claims. (c) Notwithstanding anything herein to the contrary, (i) the foregoing provisions shall not preclude a Consenting Creditor from settling or trade confirmation) in respect delivering securities or bank debt that would otherwise be subject to the terms of this Agreement to settle any confirmed transaction pending as of the date of such Transfer. For the avoidance Party’s entry into this Agreement (subject to compliance with applicable securities laws) and it being understood that such securities or bank debt so acquired and held (i.e., not as part of doubt, the Caesars Parties agree that any such transfer agreement a short transaction) shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition subject to the terms of this Agreement; (ii) the foregoing Transfer, the following Transfers provisions shall be permitted: (a) not preclude any Transfer by one Consenting Creditor to an Affiliate affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies)) five (5) days after receipt by the Company of written notice by the applicable Consenting Creditor making such Transfer; provided that, for the avoidance of doubt, any transferee under this Section 12(asubclause (ii) shall be deemed a Consenting Creditor for purposes of this Agreement, effective as of the date of the Transfer, and any transferor under this Section 12(asubclause (ii) shall remain liable in all respects for any breach of this Agreement by such transferee; and and (biii) any Transfer by one a Consenting Creditor may Transfer any of its Participating Claims pursuant to another or in connection with any repurchase transaction, reverse repurchase transaction, or any swap or other derivative transaction without satisfying the requirements set forth in this Section 11 only if, in connection with such Transfer, the Consenting Creditor (or a wholly-owned subsidiary controlled by it) retains the contractual right to exercise any voting right or other direction that may be made on account of such Participating Claims, and such Consenting Creditor exercises (or causes its wholly-ow xxx subsidiary controlled by it to exercise) such rights so that the transferred Participating Claims are voted in accordance with this Agreement and the transferee thereof does not otherwise take any action inconsistent with such Consenting Creditor’s obligations under this Agreement. Any Transfer For purposes of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing subclause (iii), a Person shall be deemed void ab initio; providedto “control” another Person if such Person possesses, howeverdirectly or indirectly, for the avoidance power to direct or cause the direction of doubtthe management and policies of such other Person, that upon any purchasewhether through the ownership of voting securities, acquisitionby contract, or assumption by any Restructuring Support Party of any Claims otherwise. (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10d) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary, any Consenting Creditor may Transfer any of its Participating Claims to a Qualified Marketmaker without the requireme nt that such Qualified Marketmaker be or become a Consenting Creditor so long as one of the following occurs: (ai)(A) such Qualified Marketmaker shall transfer all right, title and interest in such Participating Claims to a transferee that is a Consenting Creditor two (2) Business Days following such Transfer and (B) the foregoing clause is made a requirement pursuant to the extent that a Restructuring Support Party effects documentation effectuating such Transfer and evidence of compliance thereto is provided to counsel to the Transfer Ad Hoc Group, the Company, and Weil at least two (2) Business Days prior to consummation of all of its such transfer; (ii) such transferor Consenting Creditor shall vote such Participating Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, prior to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.effectuating such Transfer; or

Transfer of Claims. The Restructuring Support Parties agree8.01. During the Agreement Effective Period, with no Consenting Secured Party shall Transfer any ownership (including any beneficial ownership as defined in the exception of Rule 13d-3 under the permitted transfers and purchases enumerated Exchange Act) in (a) and (b) below, that no Restructuring Support Party will, directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, “Transfer”), all or any portion of its First Xxxx Xxxx Claims or Existing First Lien Bank Claims now Claim to any affiliated or hereafter ownedunaffiliated party, and no such Transfer will be effectiveincluding any party in which it may hold a direct or indirect beneficial interest, unless either (i) the transferee executes and provides delivers a Joinder to counsel to the Company and counsel to the Consenting Creditors a transfer agreement in the form attached hereto as Exhibit E Ad Hoc Group at or within two (2) Business Days of the execution date of an agreement the proposed Transfer or (ii) the transferee is a Consenting Secured Party and the transferee provides notice of such Transfer (including the amount of Existing First Lien Claims Transferred) to counsel to the Company and counsel to the Ad Hoc Group at or trade confirmationwithin two Business Days of the date of the proposed Transfer. 8.02. Upon compliance with the requirements of Section ‎8.01, the transferee shall be deemed a “Consenting Secured Party” and a “Party” under this Agreement and the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such Transfertransferred Existing First Lien Claims. Any Transfer in violation of Section ‎8.01 above shall be void ab initio and of no force or effect until the requirements set forth in Section ‎8.01 are satisfied. 8.03. This Agreement shall in no way be construed to preclude the Consenting Secured Parties from acquiring additional Existing First Lien Claims. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition and notwithstanding anything to the foregoing Transfercontrary set forth herein, the following all Transfers shall be permitted: (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a) shall be deemed a Consenting Creditor for purposes of this Agreement, effective as of the date of the Transfer, and any transferor under this Section 12(a) Existing First Lien Claims shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the Existing First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any TransferDocuments. 8.04. Notwithstanding the foregoingSection ‎8.01, a Qualified Marketmaker, acting solely in its capacity as such, Marketmaker that acquires any First Xxxx Xxxx Claim or Existing First Lien Bank Claim subject to this Agreement with the purpose and intent of acting as a Qualified Marketmaker for such Existing First Lien Claim shall not be required to execute and deliver a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, Joinder in respect of such Existing First Lien Claim if (i) such Qualified Marketmaker sells or assigns subsequently transfers such First Xxxx Xxxx Claim or Existing First Lien Bank Claim (by purchase, sale, assignment, participation, or otherwise) within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim to a transferee that is a Consenting Creditor or an entity that executes is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (ii) the transferee otherwise is a Permitted Transferee under Section ‎8.01; and provides (iii) the Transfer otherwise is permitted under Section ‎8.01. To the extent that a Transfer Agreement Consenting Secured Party is acting in accordance with the terms set forth herein; provided that if its capacity as a Qualified Marketmaker, acting solely it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title, or interests in its capacity as such, acquires First Xxxx Xxxx Debt or any Existing First Lien Bank Debt Claim that the Qualified Marketmaker acquires from an entity a holder of such Existing First Lien Claim who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims Secured Party without the requirement that the transferee execute be a Transfer Agreement; provided further Permitted Transferee. 8.05. The Company understands that any such Qualified Marketmaker the Consenting Secured Parties are engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the Company acknowledges and agrees that is a Party to the obligations set forth in this Agreement shall otherwise be subject only apply to the terms and conditions trading desk(s) and/or business group(s) of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to Consenting Secured Parties that principally manage and/or supervise each Consenting Secured Party’s investment in the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms Company as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form signature pages hereto, and shall not apply to any other trading desk or business group of participation agreement produced by each Consenting Secured Party, so long as they are not acting at the Loan Syndications & Trading Associationdirection or for the benefit of such Consenting Secured Party or in connection with such Consenting Secured Party’s investment in the Company. 8.06. Further, notwithstanding anything in this Agreement to the contrary, the transferee thereof Parties agree that, in connection with the delivery of signature pages to this Agreement by a Consenting Secured Party that is a Qualified Marketmaker before the occurrence of conditions giving rise to the effective date for the obligations and the support hereunder, such Consenting Secured Party shall be a Consenting Secured Party hereunder solely with respect to the Existing First Lien Claims listed on such signature pages and shall not be required to execute comply with this Agreement for any other Existing First Lien Claim it may hold from time to time in its role as a Qualified Marketmaker. 8.07. Notwithstanding anything to the contrary in this ‎Section 8, the restrictions on Transfer Agreementset forth in this ‎Section 8 shall not apply to (i) the grant of any liens or encumbrances on any Existing First Lien Claims in favor of a bank or broker-dealer holding custody of such Existing First Lien Claims in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such Existing First Lien Claims, or (ii) the grant of any liens or encumbrances in favor of any lender, noteholder, agent or trustee to secure obligations under indebtedness issued or held by a managed fund or account, including any collateralized loan obligation or collateralized debt obligation, so long as any such liens or encumbrances would not impact the participation of any such Existing First Lien Claims in the Transactions.

Transfer of Claims. The Restructuring Support Parties agree, Supporting Party agrees that so long as this Agreement has not been terminated in accordance with the exception of the permitted transfers and purchases enumerated in (a) and (b) below, that no Restructuring Support Party will, its terms it shall not directly or indirectly, indirectly sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchasehypothecate, or otherwise transfer or dispose ofof or grant, issue, or sell any economicoption, voting right to acquire, voting, participation, or other rights interest in or to, by operation of law or otherwise any First Lien Credit Agreement Claims (collectively, each a “Transfer”), all or any portion of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter owned, and no such Transfer will be effective, unless the transferee executes and provides thereof, prior to such Transfer, agrees in writing for the benefit of the Parties to become subject to the Company terms and counsel conditions of this Agreement as a “Supporting Party” and to be bound by this Agreement by executing the Consenting Creditors a transfer agreement in the form joinder attached hereto as Exhibit E C (the “Joinder Agreement”) and delivering an executed copy thereof, within two (2) Business Days of the execution of an agreement (or trade confirmation) in respect business days of such Transfer. For execution, to counsel for Cypress, in which event (i) the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a) shall be deemed to be a Consenting Creditor for purposes of this Agreement, effective as of Supporting Party hereunder and (ii) the date of the Transfer, transferor shall be deemed to relinquish its rights and any transferor be released from its obligations under this Section 12(a) shall remain liable in all respects for any breach Agreement to the extent of this Agreement by such transferee; and (b) transferred rights and obligations. The Supporting Party agrees that any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio, and Cypress shall have the right to avoid such Transfer. This Agreement shall in no way be construed to preclude any First Lien Credit Agreement Claim Holder from acquiring additional Claims; providedprovided that any such additional Claims shall, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.

Transfer of Claims. The Restructuring Support Parties agree, with For the exception period commencing as of the permitted transfers and purchases enumerated in date such Consenting Creditor executes this Agreement the earlier to occur of (ai) termination of this Agreement and (bii) belowentry of the Confirmation Order, and subject to the terms and conditions hereof, each Consenting Creditor agrees, solely with respect to itself, that no Restructuring Support Party will, directly it shall not Transfer any ownership (including any beneficial ownership) in the Claims or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, “Transfer”), all thereon or any portion of its First Xxxx Xxxx right or interest therein (including by granting any proxies or depositing any interests in the Claims into a voting trust or First Lien Bank Claims now or hereafter owned, and no such Transfer will be effectiveby entering into a voting agreement (other than this Agreement) with respect to the Claims), unless the intended transferee (A) is a Consenting Creditor or (B) executes and provides delivers to counsel to the Company and counsel to on the Consenting Creditors a transfer agreement terms set forth below an executed form of the Transfer Agreement in the form attached hereto as Exhibit E within two C before such Transfer is effective (2) Business Days it being understood that any Transfer shall not be effective until notification of such Transfer and a copy of the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition executed Transfer Agreement is received by counsel to the foregoing Company, in each case, on the terms set forth herein) (such transfer, a “Permitted Transfer” and such party to such Permitted Transfer, the following Transfers shall be permitted:a “Permitted Transferee”). (a) Notwithstanding anything to the contrary herein, (i) the foregoing provisions shall not preclude any Transfer by one Consenting Creditor from settling or delivering any Claims to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, settle any transferee under this Section 12(a) shall be deemed a Consenting Creditor for purposes of this Agreement, effective confirmed transaction pending as of the date of the Transfersuch Consenting Creditor’s entry into this Agreement (subject to compliance with applicable securities laws and it being understood that such Claims so acquired and held (i.e., and any transferor under this Section 12(anot as a part of a short transaction) shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement), the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, (ii) a Qualified Marketmaker, acting solely in its capacity as such, Marketmaker that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement Claims with the purpose and intent of acting as a Qualified Marketmaker for such Claims, shall not be required to execute and deliver to counsel a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, in this Agreement if such Qualified Marketmaker sells transfers such Claims (by purchase, sale, assignment, participation, or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim otherwise) within ten five (105) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is to a Consenting Creditor or an entity that executes Permitted Transferee and provides the transfer otherwise is a Transfer Agreement in accordance with Permitted Transfer, and (iii) to the terms set forth herein; provided that if a Qualified Marketmaker, extent any Party is acting solely in its capacity as sucha Qualified Marketmaker, it may Transfer any ownership interests in the Claims that it acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who a holder of Claims that is not a Consenting Creditor with respect to a transferee that is not a Consenting Creditor at the time of such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee be or become a signatory to this Agreement or execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this . (b) This Agreement shall otherwise in no way be subject construed to preclude the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunderConsenting Creditors from acquiring additional Claims; provided, however, that if such Restructuring Support acquired Claims shall automatically and immediately upon acquisition by a Consenting Creditor be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to the Company as set forth above), other than with respect to any Claims acquired by such Consenting Creditor in its capacity as a Qualified Marketmaker. (c) This Section 5.04 shall not impose any obligation on the Company to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Creditor to Transfer any Claims. Notwithstanding anything to the contrary herein, to the extent the Company and another Party acquires have entered into a Claim at any point thereafterseparate agreement with respect to the issuance of a “cleansing letter” or other public disclosure of information (each such executed agreement as may be amended from time to time, it a “Confidentiality Agreement”), the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms. (d) Any Transfer made in violation of this Section 5.04 shall be deemed to be void ab initio. (e) For the avoidance of doubt, (i) following a Party to this Agreement on the same terms as if it had not effected Permitted Transfer by a Transfer Consenting Creditor of all of its interests in the Claims; , such Consenting Creditor shall have no additional or continuing obligations under this Agreement or any related direction letters to any agent or trustee, and (bii) subject to Section 2(a)(iii) hereof, prior to the extent that a Restructuring Support Party effects the Transfer effective date of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading AssociationPermitted Transfer, the transferee thereof Permitted Transferee shall not be required have obligations or liabilities under this Agreement or any related direction letters to execute a Transfer any agent or trustee to any party to the Agreement.

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) Except as expressly provided herein, this Agreement shall not in any way restrict the right or ability of any Party to sell, use, assign, transfer or otherwise dispose of (“Transfer”) any claims as such term is defined in section 101(5) of the Bankruptcy Code (each a “Claim” and, collectively, the “Claims”); provided, however, that, for the period commencing as of the PSA Effective Date until the termination of this Agreement pursuant to the terms hereof, no Party shall Transfer any Claims, and any purported Transfer of Claims shall be null and void ab initio, unless (a) the transferee is a Party, or (b) below, that no Restructuring Support Party will, directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, “Transfer”), all or any portion of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter owned, and no such Transfer will be effective, unless if the transferee executes and provides is not a Party, such transferee delivers to the Company and counsel (in any manner permitted by Section 11.15 hereof) within three (3) business days of the Transfer an executed joinder to the Consenting Creditors a transfer agreement this Agreement in the form attached hereto as Exhibit E within two 2 (2a “Joinder Agreement”) Business Days pursuant to which such transferee shall have assumed all obligations of the execution Party transferring such Claims and shall become a Party; provided, further, that, if the transferor of an agreement (or trade confirmation) in respect the Claims is a Consenting Noteholder, the transferee of such TransferClaims shall also become a Consenting Noteholder. The failure by a Party to comply with the Transfer procedure described in the first proviso of the immediately preceding sentence (resulting in such Transfer becoming null and void ab initio) shall not constitute a material breach for purposes of Section 7.01(b) of this Agreement. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Creditor extent not already a Party to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a) shall be deemed a Consenting Creditor for purposes of this Agreement, effective as a transferee of Claims under this Agreement shall only become a Party (or Consenting Noteholder, to the date extent applicable) to this Agreement with respect to the Claims that are the subject of the Transfer, and any transferor under this Section 12(a) shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this This Agreement shall controlin no way be construed to preclude any Party from acquiring additional Claims; provided, however, that nothing herein any such additional Claims acquired by a Party shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim automatically and immediately upon acquisition by such Party be deemed subject to all of the terms of this Agreement, whether or not notice of such acquisition is given to the Company, and that, so long as this Agreement has not been terminated, such Party shall not be required to execute a Transfer Agreement vote (or otherwise agree cause to be bound by voted) any such additional Claims in favor of the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement Plan in accordance and consistent with Section ‎3.01(a) hereof. (b) Notwithstanding anything herein to the terms set forth herein; provided that if a Qualified Marketmakercontrary, acting solely in its capacity as such(A) any Consenting Noteholder may transfer (by purchase, acquires First Xxxx Xxxx Debt sale, assignment, participation or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer otherwise) any right, title or interest in such Claims against the Debtors to an entity that is acting in its capacity as a Qualified Unrestricted Marketmaker (as defined below) without the requirement that the Qualified Marketmaker be or become a Consenting Noteholder, provided that the Qualified Marketmaker subsequently transfers (by purchase, sale, assignment, participation or otherwise) within twenty (20) days of its receipt thereof the right, title or interest in such Claims against the Debtors to a transferee that is a Consenting Noteholder or becomes a Consenting Noteholder by executing a Joinder Agreement that is delivered to the Debtors within such time period, and such Transfer shall be null and void ab initio in the event the Qualified Marketmaker fails to subsequently transfer such Claims to a transferee that is or becomes a Consenting Noteholder by executing a Joinder Agreement and (B) to the extent that a Consenting Noteholder is acting in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation or otherwise) any right, title or interest in Claims against the Debtors that the Qualified Marketmaker acquires from a holder of the Claims who is not a Consenting Noteholder without the requirement that the transferee execute of such Claims be or become a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer AgreementConsenting Noteholder.

Transfer of Claims. The Restructuring Support Parties agreeDuring the Effective Period, with the exception of the permitted transfers and purchases enumerated in (a) and (b) below, that no Restructuring Support Party will, directly or indirectly, Supporting Lender shall sell, contract to sell, give, assign, participate, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract Contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law Law or otherwise (collectivelyeach, a “Transfer”), ) all or any portion of the Claims arising under the Prepetition Credit Agreement or Prepetition Facility Agreements (“Prepetition Agreement Claims”) (including granting any proxies, depositing such Prepetition Agreement Claims into a voting trust or entering into a voting agreement with respect to such Prepetition Agreement Claims); provided, however, that any Supporting Lender may Transfer any of its First Xxxx Xxxx Prepetition Agreement Claims or First Lien Bank Claims now or hereafter owned, and no to any Person (so long as such Transfer will be effectiveis not otherwise prohibited by any order of the Bankruptcy Court) that (i) agrees in writing, unless the transferee executes and provides to the Company and counsel to the Consenting Creditors a transfer agreement in substantially the form attached hereto as Exhibit E within two C (2a “Transferee Joinder”), to be bound by the terms of this Agreement (each such transferee, a “Transferee”) Business Days or (ii) is a Supporting Lender; provided that upon any purchase, acquisition or assumption by any Supporting Lender of any Prepetition Agreement Claims, such Prepetition Agreement Claims shall automatically be deemed to be subject to the terms of this Agreement. Subject to the terms and conditions of any order of the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Bankruptcy Court limiting a Transfer, the following Transfers transferring Supporting Lender shall be permitted: (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of provide the Company and its affiliated funds or an affiliated entity or entities counsel and the Prepetition Agents with a common investment advisor or investment manager copy of any Transferee Joinder executed by such Transferee within one (1) Business Day following such execution. In the case of a Transfer to a Person that is not a Supporting Lender, the Transfer shall only be effective upon execution and delivery of a Transferee Joinder in each case, other than portfolio companies); provided that, for which event (A) the avoidance of doubt, any transferee under this Section 12(a) Transferee shall be deemed to be a Consenting Creditor for purposes Supporting Lender hereunder with respect to all of its owned or controlled Prepetition Agreement Claims and (B) the transferor Party shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Prepetition Agreement Claims. With respect to Prepetition Agreement Claims held by the relevant Transferee upon consummation of a Transfer, such Transferee is deemed to make all of the representations and warranties of a Supporting Lender set forth in this Agreement, effective as of the date of the Transfer, and any transferor under this Section 12(a) shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support PartySupporting Lender’s First Xxxx Xxxx Claims or First Lien Bank Claims Prepetition Agreement Claim that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims initio and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may and each other Party shall have with respect the right to any Transfer. Notwithstanding enforce the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee voiding of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.

Transfer of Claims. The Restructuring Support Parties agree, with 14.1 Without prejudice to the exception applicable requirements of the permitted transfers and purchases enumerated Debt Instrument Agreements, each Supporting Creditor agrees that from the Effective Date until this Agreement is terminated in accordance with Clause 16 (a) and (b) belowTermination), that no Restructuring Support Party will, directly or indirectly, it shall not sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchasetransfer, or otherwise transfer dispose of to any Person any ownership (including any beneficial ownership) in the Parent Scheme Claims, DRH Scheme Claims, DFH Scheme Claims or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, “Transfer”), all DOV Scheme Claims or any portion option thereon or any right or interest therein (including by granting any proxies or depositing any interests in such Claims into a voting trust or by entering into a voting agreement (other than this Agreement) with respect to such Claims) (a "Transfer" and the proposed transferee a "Creditor Transferee") unless in compliance with the terms of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter ownedthis Clause 14. 14.2 Before completing any Transfer, and no such Transfer will be effectivethe Supporting Creditor transferor shall, unless the transferee executes and provides Creditor Transferee is already a Party, procure that the Creditor Transferee delivers a duly executed Accession Letter to the Company Parent and counsel the Ad Hoc Committee. No Transfer shall be effective until notification of such Transfer and a copy of the executed Accession Letter is received by the Parent and the Ad Hoc Committee (such Transfer, a "Permitted Transfer" and such party to such Permitted Transfer, a "Permitted Transferee"). Any Transfer made in violation of this Clause 14 shall be void ab initio. 14.3 Before completing any Transfer on or after the Consenting Creditors a transfer agreement in the form attached hereto as Exhibit E within two date falling ten (210) Business Days before the relevant Scheme Meeting, the Supporting Creditor transferor shall, unless the Creditor Transferee is already a Party, vote by proxy all relevant Claims in favor of the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition relevant Scheme. 14.4 Notwithstanding anything to the contrary herein, (i) the foregoing Transfer, the following Transfers provisions shall be permitted: (a) not preclude any Transfer by one Consenting Supporting Creditor from settling or delivering any Claims to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, settle any transferee under this Section 12(a) shall be deemed a Consenting Creditor for purposes of this Agreement, effective confirmed transaction pending as of the date of the Transfersuch Supporting Creditor's entry into this Agreement (subject to compliance with applicable securities laws and it being understood that any such Claims so acquired and held (i.e., and any transferor under this Section 12(anot as a part of a short transaction) shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement), the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, (ii) a Qualified Marketmaker, acting solely in its capacity as such, Marketmaker that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement Claims from a Supporting Creditor with the purpose and intent of acting as a Qualified Marketmaker for such Claims, shall not be required to execute a Transfer Agreement and deliver to the Parent and the Ad Hoc Committee an Accession Letter or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, in this Agreement if such Qualified Marketmaker sells transfers such Claims (by purchase, sale, assignment, participation, or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim otherwise) within ten five (105) Business Days of its acquisition to a Supporting Creditor or Permitted Transferee and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim transfer otherwise is a Consenting Creditor or an entity that executes Permitted Transfer; and provides a Transfer Agreement in accordance with (iii) to the terms set forth herein; provided that if a Qualified Marketmaker, extent any Party is acting solely in its capacity as sucha Qualified Marketmaker, it may Transfer any ownership interests in the Claims that it acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who a holder of Claims that is not a Consenting Supporting Creditor with respect ("Non-RSA Claims") to a transferee that is not a Supporting Creditor at the time of such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute be or become a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party signatory to this Agreement or execute an Accession Letter. Notwithstanding anything contain herein to the contrary (including, but not limited to, Clause 14.3 herein), a Qualified Marketmaker shall otherwise not be required to vote any of its Non-RSA Claims in favor of the relevant Scheme. A Qualified Marketmaker shall be entitled to split its vote between Non-RSA Claims and Claims it may hold as a Supporting Creditor. 14.5 This Agreement shall not preclude the Supporting Creditors from acquiring additional Claims. Any Claims acquired by a Supporting Creditor shall automatically and immediately upon acquisition by a Supporting Creditor be deemed subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion regardless of any when or whether notice of such Transfer. Notwithstanding anything herein acquisition is given to the contrary: (a) to Company as set forth above), other than any Claims acquired by such Supporting Creditor in its capacity as a Qualified Marketmaker. 14.6 For the extent that avoidance of doubt, following a Restructuring Support Party effects the Permitted Transfer by a Supporting Creditor of all of its Claims interests in accordance with the Claims, a Supporting Creditor shall immediately cease to be a Supporting Creditor for purposes of this Agreement, Agreement and such Restructuring Support Party Supporting Creditor shall cease to be a Party to bound by this Agreement in all respects and shall have no further obligations hereunder; Agreement, provided, however, that the provisions of Clause 17 (Surviving Obligations) and Clause 3 (Undertakings) shall continue to apply to such Person as if such Restructuring Support Party acquires Person had remained a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer AgreementSupporting Creditor.

Transfer of Claims. The Restructuring Support Parties agreeDuring the Effective Period, with the exception of the permitted transfers and purchases enumerated in (a) and (b) below, that no Restructuring Support Party will, directly or indirectly, Supporting Lender shall sell, contract to sell, give, assign, participate, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract Contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law Law or otherwise (collectivelyeach, a “Transfer”), ) all or any portion of the Claims arising under the Prepetition Credit Agreement (“Prepetition Credit Agreement Claims”) (including granting any proxies, depositing such Prepetition Credit Agreement Claims into a voting trust or entering into a voting agreement with respect to such Prepetition Credit Agreement Claims); provided, however, that any Supporting Lender may Transfer any of its First Xxxx Xxxx Prepetition Credit Agreement Claims or First Lien Bank Claims now or hereafter owned, and no to any Person (so long as such Transfer will be effectiveis not otherwise prohibited by any order of the Bankruptcy Court) that (i) agrees in writing, unless the transferee executes and provides to the Company and counsel to the Consenting Creditors a transfer agreement in substantially the form attached hereto as Exhibit E within two C (2a “Transferee Joinder”), to be bound by the terms of this Agreement (each such transferee, a “Transferee”) Business Days or (ii) is a Supporting Lender; provided that upon any purchase, acquisition or assumption by any Supporting Lender of any Prepetition Credit Agreement Claims, such Prepetition Credit Agreement Claims shall automatically be deemed to be subject to the terms of this Agreement. Subject to the terms and conditions of any order of the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Bankruptcy Court limiting a Transfer, the following Transfers transferring Supporting Lender shall be permitted: (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of provide the Company and its affiliated funds or an affiliated entity or entities counsel and the Prepetition Agent with a common investment advisor or investment manager copy of any Transferee Joinder executed by such Transferee within one (1) Business Day following such execution. In the case of a Transfer to a Person that is not a Supporting Lender, the Transfer shall only be effective upon execution and delivery of a Transferee Joinder in each case, other than portfolio companies); provided that, for which event (A) the avoidance of doubt, any transferee under this Section 12(a) Transferee shall be deemed to be a Consenting Creditor for purposes Supporting Lender hereunder with respect to all of its owned or controlled Prepetition Credit Agreement Claims and (B) the transferor Party shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Prepetition Credit Agreement Claims. With respect to Prepetition Credit Agreement Claims held by the relevant Transferee upon consummation of a Transfer, such Transferee is deemed to make all of the representations and warranties of a Supporting Lender set forth in this Agreement, effective as of the date of the Transfer, and any transferor under this Section 12(a) shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support PartySupporting Lender’s First Xxxx Xxxx Claims or First Lien Bank Claims Prepetition Credit Agreement Claim that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims initio and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may and each other Party shall have with respect the right to any Transfer. Notwithstanding enforce the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee voiding of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.

Transfer of Claims. The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) and (b) below, that no Restructuring Support Party will, directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, “Transfer”), all or any portion of its First Xxxx Xxxx Lien Bank Claims or First Lien Bank Xxxx Xxxx Claims now or hereafter owned, and no such Transfer will be effective, unless the transferee executes and provides to the Company and counsel to the Consenting Creditors a transfer agreement in the form attached hereto as Exhibit E within two (2) Business Days of the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a) shall be deemed a Consenting Creditor for purposes of this Agreement, effective as of the date of the Transfer, and any transferor under this Section 12(a) shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Lien Bank Claims or First Lien Bank Xxxx Xxxx Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Lien Bank Claims and First Lien Bank Xxxx Xxxx Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Lien Bank Claim or First Lien Bank Xxxx Xxxx Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Lien Bank Claim or First Lien Bank Xxxx Xxxx Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Lien Bank Claim or First Lien Bank Xxxx Xxxx Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.